Writing your company statutes (estatutos) and corporate purpose

Terms used

• Estatutos — The estatutos are the company's founding rulebook, setting out its name, purpose, capital, management and how shares and decisions work.
• Objeto social — The objeto social is the list of activities the company is set up to carry out.
• Domicilio social — The domicilio social is the company's official registered address.
• Prestaciones accesorias — Prestaciones accesorias are extra duties, such as work or services, that members owe the company beyond paying for their shares.
• Estatutos tipo — The estatutos tipo are the official standard statutes for SLs, with fixed clauses.
• CNAE — CNAE codes are Spain's official classification numbers for business activities.

Key rules

• Corporate purpose: Vague wording such as "any lawful activity" is rejected, so list determinate activities.
• Administrator pay: The post is unpaid unless the statutes expressly set up a pay system.
• Share transfers: You can restrict transfers but not ban them in practice; a total ban needs an exit right after at least five years.
• Standard statutes: They are fast but fixed, so use them only for a simple company without special partner agreements.

What the statutes must contain

Your estatutos are the company's rulebook. A Spanish SL's statutes must state:

• the company name;
• the corporate purpose (objeto social);
• the registered address (domicilio social);
• the share capital, the number of shares, their par value and numbering, and the amount paid up;
• how the company is managed: the type of administration body, the number of administrators (or a minimum and maximum), their term, and how they are paid;
• how the general meeting deliberates and adopts decisions;
• the start of the financial year, where relevant.

If members owe the company extra duties (prestaciones accesorias) or hold special rights, the statutes must say so too. Nothing in them can contradict mandatory law.

Standard statutes or your own

Standard statutes (estatutos tipo) exist for SLs. They are used in the online route and in notarial formation. They are quick, but limited: fixed clauses, a corporate purpose picked from set activities, and no tailored agreements between partners. They suit small-capital companies with a simple structure.

If you have several partners, investors, or a need for special pay or transfer rules, write your own. The decision block below sets out the choice. Confirm the current standard text and its limits with the Mercantile Registry or your notary.

Corporate purpose

List the real activities you will carry out. Wording like "any lawful activity" or "commerce in general" is rejected by the registrar.

• Describe each activity clearly. You can add CNAE activity codes.
• Add related and complementary activities.
• Keep it broad enough to allow growth, but specific enough to be accepted.
• Regulated or professional activities, such as those needing licences or professional titles, need specific wording. They may also fall under professional-company rules, so ask your notary before filing.

Administrator pay

Administrators are unpaid unless the statutes expressly say otherwise and name the pay system: fixed salary, attendance fees, profit share, shares or options. The general meeting then sets the maximum annual total. An executive director who is paid also needs a contract approved by the board.

If you plan to pay yourself as administrator, write the system into the statutes before you sign.

Share transfers

By default, a sale to an outsider needs the company's consent through the general meeting. The company can buy the shares itself or find another buyer. Transfers to other members, a spouse, ascendants, descendants or group companies are free only if the statutes say so.

You can make transfers freer or stricter. You cannot make shares effectively non-transferable. Members who disagree must be able to leave after a minimum period, and for a total ban that is at least five years.

Decide these three points deliberately: purpose, pay and transfers. They are the ones that cause disputes later. The documents list and FAQ below cover the rest.

Choosing between options

Should you use standard statutes or write your own?

• Use standard statutes (estatutos tipo): You have small capital and a simple structure, want the fast electronic route, and can pick your purpose from the set activity options.

• Write your own statutes: You need paid administrators, tailored share-transfer rules, special rights, pacts, or a purpose that is not on the standard list.

If you need any pay, transfer or governance rule beyond the fixed standard clauses, write your own statutes. Otherwise standard statutes are enough. Either way, the purpose must list determinate activities, and the statutes cannot contradict mandatory law.

Documents you need

• Draft statutes (estatutos) stating the company name, corporate purpose, registered address, share capital, number, par value and numbering of shares, and the amount paid up.

• A statutes section on how the company is managed: type of administration body, number of administrators or the minimum and maximum, their term, and how they are paid.

• A statutes section on how the general meeting deliberates and adopts decisions, plus the start of the financial year where relevant.

• Any ancillary obligations (prestaciones accesorias, extra duties members owe the company) and special rights, written into the statutes if you want them.

• A board-approved contract for any executive director who is paid.

Frequently asked questions

Can I write 'any lawful activity' as my corporate purpose?

No, the registry rejects vague wording such as 'any lawful activity' or 'commerce in general'. List your real activities clearly, add related and complementary ones, and keep it broad enough to allow growth.

Is the administrator paid if the statutes say nothing about pay?

No, the administrator post is unpaid by default unless the statutes expressly set pay and its system.

Can I ban share transfers completely in my statutes?

No, statutes cannot make shares effectively non-transferable. A total ban only works if members who disagree can leave after at least five years. Transfers to third parties need the company's consent by default.

Are standard statutes a good choice for a simple company?

Yes, standard statutes suit small-capital, simple companies, but they have fixed clauses and a purpose chosen from set activity options. They allow no tailored pacts. If you need your own pay or transfer rules, write your own statutes.